General. The terms and conditions contained herein, together with any additional
or different terms contained in Chart Inc.'s ("Chart") proposal, if any, submitted
to Buyer (which proposal shall control over these terms and conditions to the extent
it contains any conflicting terms and conditions) constitute the entire agreement
between the parties with respect to the subject sale and supersedes all prior communications
and agreements. Acceptance by Chart of Buyer's order, and/or Buyer's acceptance
of Chart's proposal is expressly limited to and conditioned upon Buyer's acceptance
of these terms and conditions which may not be changed or waived except in a writing
signed by both parties. Any additional, inconsistent or different terms and conditions
contained in Buyer's purchase order or other documents supplied by Buyer are hereby
expressly rejected. Unless the context otherwise requires, the term "Equipment"
as used herein includes all goods, equipment, parts, and accessories sold to Buyer
by Chart. Unless the context otherwise indicates, the term "Services" as used herein
shall mean labor, supervision and project engineering services provided by Chart.
As used herein, the term "Buyer" shall include the initial end user of the Equipment
and/or Services.

Payment Terms. Unless a different payment schedule is agreed to in writing, payments
for domestic sales are due net thirty (30) days. Late payments are subject to a
1.5% late charge per month. Payments for export sales to be made in accordance with
the specified payment schedule by way of a confirmed, irrevocable letter of credit
established in favor of Chart on a USA bank to be designated by Chart. Costs associated
with the letter of credit will be to Buyer's account. Performance schedules are
based on receipt of letter of credit within thirty (30) days of award.

Taxes. Federal, state, local, or value added sales and/or use taxes measured on
the price of Equipment are not included in the price.

Time Limit. All quotations are valid for a period of thirty calendar days.

Acceptance. Acceptance of Equipment occurs at point of manufacture.

Warranty.General. Chart warrants that all Equipment manufactured by Chart shall
be free from defects in material, workmanship and title; provided, however, that
this warranty shall be limited to Equipment found to be defective within a period
of one (1) year from initial use or eighteen (18) months from date of shipment,
whichever expires first, except that parts sold as a spare or for replacement are
warranted for one (1) year from the date of shipment or until the expiration of
the recommended service period, whichever expires first. In the event the Equipment
constitutes heat exchanger(s), then Chart also warrants the same to be new and in
accordance with Chart's applicable brazed aluminum heat exchanger specifications
and drawings, which may have been submitted to and approved by Buyer. Resale products
only carry the warranty offered by their original manufacturer. This warranty does
not cover Buyer furnished designs, goods, equipment, and/or materials. In no event
shall Chart incur any obligation to repair or replace Equipment which Chart determines
to be defective due to customer misuse, abuse, neglect, operated outside the specified
design and/or feed conditions, corrosion or erosion, or not used in accordance with
normal operating and maintenance instructions. Chart shall not incur any warranty
obligation hereunder with respect to Equipment which is modified in any way by Buyer
without Chart'•s prior written approval. Installation by Buyer at regular intervals
of normal maintenance parts does not constitute modifications. Services. Chart warrants
its Services against defects in workmanship for a period of ninety days from date
of their completion.

Exclusive Remedy. Equipment/Services Remedy Should any failure to conform with the
applicable warranties appear during the specified periods under normal and proper
use and provided the Equipment has been properly stored, installed, operated and
maintained and if given prompt written notice by Buyer and Chart has been given
ten (10) days to inspect said Equipment (and provided Buyer has helped identify
the problem and appropriately decontaminated the Equipment) before any corrective
actions are taken, then Chart shall correct such nonconformity by, at its option,
(1) repair or replacement of the nonconforming Equipment or parts thereof, or (2)
refund the purchase price of the nonconforming Equipment or parts thereof, or (3)
in the case of nonconforming Services, provide equivalent Services at the job site
or refund the price therefor. Repairs or replacements made pursuant to warranty
shall not renew or extend the applicable original warranty period, provided however,
that any such repairs or replacement of Equipment or parts thereof shall be warranted
for the time remaining in the original warranty period or thirty days, whichever
is longer. Chart shall not be responsible for providing working access to the defect,
including disassembly and reassembly of Equipment or for providing transportation
to and from Chart's repair or factory facility, all of which shall be at Buyer's
risk and expense. These warranties shall also not apply to any Equipment or parts
thereof which: (1) have been improperly repaired or altered; (2) have been subjected
to misuse, excessive external forces, negligence or accident; (3) have been used/operated
in a manner contrary to Chart's instructions, specifications and drawings; (4) are
comprised of materials provided or a design stipulated by Buyer; (5) are used equipment;
or (6) result from normal wear and tear. Any repair or alteration without Chart's
written approval shall act to void any existing warranty. Buyer also agrees to defend,
indemnify and hold Chart harmless from any third party claims arising out of Buyer's
use, sale, or lease of said furnished Equipment.

Disclaimer. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL File: Chart
Inc. T&Cs of Sale (Uniform) 6-20-01/DJG/T&Cs. OTHER WARRANTIES OF QUALITY,
PERFORMANCE AND DESIGNS, WRITTEN, ORAL OR IMPLIED, AND ALL OTHER WARRANTIES INCLUDING
ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR
ARISING FROM COURSE OF DEALING OR USAGE OF TRADE ARE HEREBY EXPRESSLY DISCLAIMED
BY CHART AND ALL EQUIPMENT MANUFACTURERS.

Termination. No termination by Buyer for default shall be effective unless, within
fifteen (15) days after receipt by Chart of Buyer's written notice specifying such
default, Chart shall have failed to initiate and pursue correction of such specified
default.

Excusable Delays. The schedule for shipment of Equipment and/or performance of Services
will be modified for delays resulting from causes beyond Chart'•s reasonable control,
including but not limited to, strikes, restrictions of the United States Government,
or other governments having jurisdiction, delays in transportation, inability to
obtain necessary labor, materials, or manufacturing facilities.

Shipment. All domestic shipments are F.O.B. point of manufacture. Export shipments
are Ex Works with responsibilities as defined in INCOTERMS 2000. If Chart agrees
in writing to prepay transportation and insurance charges, then Buyer will be invoiced
and agrees to pay the actual cost of the same. Claims for shortages in shipment
shall be deemed waived unless made in a writing received by Chart within ten (10)
days after delivery. Shipment dates quoted are based on Chart's best estimate of
a realistic time when shipment will be made, and are subject to change due to prior
sales. Shipment dates will be confirmed on Chart's acceptance of any resulting order.
Chart may make early shipment or partial shipments and invoice Buyer accordingly.

Laws, Codes and Standards. Except as expressly stated herein, the price and schedule
included herein are based on laws, codes, and standards in effect as of the date
of the subject sale. If such laws, codes, and standards change and increase or decrease
the cost of performing the work or impact the schedule, then Chart will advise Buyer
of the same. Buyer and Chart shall promptly negotiate in good faith and mutually
agree upon any modification to the order resulting from any such change.

Title and Risk of Loss or Damage. Despite any agreement with respect to delivery
terms or prepayment of transportation or insurance charges, the risk of loss or
damage shall pass to Buyer and delivery shall be deemed to be complete upon delivery
to a private or common carrier or upon moving into storage, whichever occurs first,
at the point of shipment. Title to the Equipment sold shall remain in Chart until
paid for in full.

Installation. Installation of Equipment furnished hereunder shall be by Buyer, unless
otherwise agreed to in a writing signed by Chart's duly authorized representative.

Field Service. Field service will be provided on a per diem basis upon written authorization
by Buyer and at Chart'•s rates in effect when such Services are provided.

Cancellation. Cancellation of any order must be by written notice to Chart and will
be subject to Chart's cancellation charges.

Intellectual Property. Buyer shall defend, indemnify and hold Chart harmless from
all expenses, losses and other damages resulting from any actual or alleged infringement
of patents, copyrights or trademarks arising from Chart's compliance with Buyer's
designs, specifications or instructions. Unless otherwise agreed to in a writing
signed by Chart's duly authorized representative, all right, title and interest
in any inventions, developments, improvements or modifications of the Equipment
and Services made by Chart or Buyer shall exclusively remain with Chart. Any design,
manufacturing drawings or other information submitted to Buyer shall remain the
exclusive property of Chart. Buyer shall not, without Chart's prior written consent,
copy nor disclose such information to any person. The information, drawings, plans,
standards, and specifications furnished by Chart were developed at Chart's expense
and may not, without Chart's prior written consent, be used nor disclosed by Buyer
for any purpose other than to install, own, operate, and maintain the subject Equipment.
If Chart's Equipment is held to infringe a United States patent in effect as of
the date of this agreement, then Chart may at its option procure for Buyer the right
to use the Equipment; modify or replace it with non-infringing Equipment; refund
the purchase price allocable to the infringing Equipment, or settle or otherwise
terminate said actions on behalf of Buyer. The foregoing is Chart's entire liability
on patent infringements.

Assignment. This agreement may not be transferred or assigned by operation of law
or otherwise, without the prior express written consent of Chart. Any transfer or
assignment of any rights, duties or obligations without Chart's consent shall be
void.

Limitation of Liability. In no event shall Chart, ITS AFFILIATES, suppliers and
subcontractors be liable to Buyer nor to any third party for any special, indirect,
incidental or consequential damages, including but not limited to loss of profits,
loss of use, cost of capital, cost of substitute equipment, downtime costs, delays
NOR FOR ANY PENALITIES, whether any such claim FOR THE same is based on contract,
warranty, tort, negligence, strict liability or otherwise. Chart's liability for
any such claims whether in contract, warranty, negligence, tort, strict liability,
or otherwise or for any loss or damage arising out of, connected with THIS AGREEMENT
or the performance or breach thereof, or from ANY DESIGN, sale, INSTALLATION, OPERATION
OR USE of the equipment or performance of ANY services covered by this agreement,
shall in no event exceed the PURCHASE price paid to Chart by Buyer for the specific
Equipment OR PART THEREOF or for the Services giving rise to THE CLAIM.

Export Sales. In no event shall Chart be required to export or deliver any technical
information, data and/or Equipment if such export or delivery is then prohibited
or restricted by any law or regulation of the U.S. Government. Buyer to secure all
licenses.

Governing Law. This agreement is exclusively governed by the laws of the State of
Ohio, excluding its conflicts of laws. Buyer agrees all causes of action under this
agreement shall expire unless brought in court of law located in Cleveland, Ohio,
to which Buyer does hereby consent to the jurisdiction of the same, within one year
of the date of the occurrence of the event giving rise to any such claim.

Headings. The headings used throughout are for convenience only and shall be given
no legal effect. Fax copies shall be given the full force and effect as an original.

Entire Agreement. These terms and conditions constitutes the complete and exclusive
agreement between Chart and Buyer and there are no agreements, unEntire Agreement. These terms and conditions constitutes the complete and exclusive
agreement between Chart and Buyer and there are no agreements, understandings, restrictions,
warranties, or representations between Chart and Buyer other than those set forth
herein or herein provided for.